SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
--------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
INSIGNIA FINANCIAL GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[INSIGNIA FINANCIAL GROUP LOGO OMITTED]
PRESS RELEASE
FOR FURTHER INFORMATION CONTACT:
Steven Iaco Victor Dominguez
Insignia Financial Group CB Richard Ellis
212 984 6535 310 354 5064
INSIGNIA FINANCIAL GROUP AND CB RICHARD ELLIS AGREE IN PRINCIPLE TO SETTLEMENT
OF STOCKHOLDERS' LITIGATION
NEW YORK AND LOS ANGELES, JULY 8, 2003 - Insignia Financial Group, Inc.
(NYSE:IFS) and CBRE Holding, Inc. today announced they have reached an agreement
in principle with certain stockholders of Insignia that provides for the
settlement of purported class action litigation recently commenced by such
stockholders against Insignia, the directors of Insignia, CBRE Holding and an
affiliate thereof and Island Fund I LLC. The parties expect to enter into a
memorandum of understanding reflecting their agreement in principle within the
next few days.
This settlement will not affect the merger consideration to be paid to
stockholders of Insignia in connection with the proposed merger between Insignia
and CB Richard Ellis, an affiliate of CBRE Holding, or the timing of the special
meeting of stockholders of Insignia scheduled for July 22, 2003, at the offices
of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, at 9:00 a.m.
local time, to vote upon a proposal to adopt the merger agreement among
Insignia, CBRE Holding and certain of its affiliates and to approve the merger.
If the merger is approved, the closing of the merger is expected to occur on
July 23, 2003.
As previously disclosed in the merger proxy statement, which was first mailed to
stockholders of Insignia on June 24, 2003, between May 22, 2003 and May 30,
2003, certain of Insignia's stockholders filed three purported class actions
with the Court of Chancery in the State of Delaware, New Castle County, against
Insignia, CBRE Holding and an affiliate thereof, the directors of Insignia and
Island Fund in connection with the proposed merger and the purchase by Island
Fund of certain real estate investment assets from Insignia immediately prior to
the merger upon the terms and subject to the conditions set forth in a purchase
agreement among Island Fund, CBRE Holding and Insignia. If the sale to Island
Fund is completed prior to the merger and certain conditions in the merger
agreement are satisfied, the consideration in the merger will be increased from
$11.00 to $11.156 per share of common stock of Insignia. Island Fund is an
entity affiliated with Andrew L. Farkas, Insignia's Chief Executive Officer, and
other executive officers of Insignia.
On June 26, 2003, the three purported class actions were consolidated, and on
June 30, 2003, the plaintiffs filed an amended consolidated complaint. In
addition to the allegations made and remedies sought in the separate complaints,
the amended consolidated complaint alleged, among other things, that (1) the
special committee of the board of directors of Insignia failed to meaningfully
represent the interests of the public stockholders of Insignia by agreeing to
the terms of the purchase agreement with Island Fund without having an
independent third party appraise the real estate investment assets and by not
having appropriately discussed or considered the impact of Mr. Farkas'
employment agreement and benefits on the merger consideration to be received by
the public stockholders of Insignia; and (2) the proxy statement is materially
false and misleading for several reasons, including the failure to disclose any
meaningful information concerning the real estate investment assets that are
being sold to Island Fund (such as the original purchase price, location and
size of these assets), the failure to provide sufficient information regarding
the other industry participant with whom Insignia has had contacts concerning a
potential business combination, and the failure to disclose in meaningful
fashion the facts surrounding the extension of Mr. Farkas' employment agreement
signed in December 2002.
2
On July 1, 2003, Insignia and the other defendants reached an agreement in
principle with the plaintiffs providing for the settlement of the consolidated
complaint. In connection with this settlement, Insignia agreed to provide
additional information to its stockholders, which information is contained below
in this press release and should be read in conjunction with the merger proxy
statement. In return, the plaintiffs agreed to the dismissal of the amended
consolidated complaint and to withdraw all motions filed in connection with such
complaint. In addition, Insignia agreed to pay the legal fees and expenses of
plaintiffs' counsel in an amount to be approved by the court. The parties have
not yet agreed upon the amount of legal fees and expenses that plaintiffs will
seek, but the parties' position on the amount will be set forth in a notice to
be sent to Insignia stockholders prior to a hearing before the court to consider
both the settlement and plaintiffs' fee application. This payment will not
affect the amount of merger consideration to be paid in the merger. The
settlement is subject to the approval of the Court of Chancery of the State of
Delaware, New Castle County.
Insignia and CBRE Holding deny Plaintiffs' allegations in the amended
consolidated complaint and have agreed to settle the purported class action
litigation in order to avoid costly litigation and eliminate the risk of any
delay to the closing of the merger.
INSIGNIA'S REASONS FOR AGREEING TO THE SALE OF ITS REAL ESTATE INVESTMENT ASSETS
TO ISLAND FUND FOR AN AGGREGATE CONSIDERATION OF LESS THAN THEIR BOOK VALUE
Insignia agreed to sell its real estate investment assets to Island Fund for
aggregate consideration that is less than the $64.5 million book value of these
assets as of March 31, 2003, and is near the low end of the $50.0 to $111.2
million valuation range attributed to these assets by Bear Stearns, the
financial advisor to the special committee of Insignia's board of directors, in
its analysis of these assets for the purpose of Bear Stearns' opinion with
respect to the fairness, from a financial point of view, of the merger
consideration to the stockholders of Insignia. Insignia agreed to do so because
it believes that the transaction with Island Fund presented the best alternative
reasonably available under the circumstances in order to increase the merger
consideration to its stockholders above $11.00 per share of common stock. Among
other things, Insignia considered the following factors:
3
o Despite efforts by Insignia to market and sell all of the real estate
investment assets, the offer made by Island Fund was the only offer for all of
the real estate investment assets, interested potential purchasers for some of
the assets were difficult to find and the Insignia stockholders likely would not
receive any additional merger consideration unless all or substantially all of
such assets were sold prior to or simultaneously with the merger.
o Even if Insignia had been able to find multiple purchasers that would
enter into purchase agreements resulting in an increase in the merger
consideration, the failure to close any one of those transactions prior to the
closing of the merger could result in the failure to obtain any increased merger
consideration for Insignia's stockholders.
o The principals of Island Fund that include Mr. Farkas, James A. Aston,
Ronald Uretta and Jeffrey P. Cohen, who are executive officers of Insignia, were
already familiar with the real estate investment assets. Insignia believed that
this familiarity increased the likelihood that a closing of the sale to Island
Fund could occur on or prior to the closing of the merger and result in the
Insignia stockholder receiving additional merger consideration.
o Bear Stearns' valuation of Insignia's real estate investment assets was
based in part on the assumption that these assets will be sold in an orderly
liquidation over an extended period of time according to each asset's business
plan, and not a sale in the short period between the signing and the closing of
the merger agreement. Under the terms of the merger agreement, any sale of
Insignia's real estate investment assets must close and cash proceeds must be
received by Insignia on or prior to the closing date of the merger in order to
increase the merger consideration above $11.00 per share of common stock.
Although an orderly liquidation of Insignia's real estate investment assets over
a longer period of time might have resulted in greater aggregate consideration
for such assets than provided for in the purchase agreement with Island Fund,
such a liquidation most likely would have resulted in Insignia receiving a
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significant portion of the cash proceeds from such sales after the closing of
the merger, in which case, under the terms of the merger agreement, there would
not have been any increase in the merger consideration to be received by
Insignia's stockholders.
o Insignia's real estate investment assets principally are indirect
interests in real property that are highly leveraged and speculative, resulting
in a wide range of possible valuations.
o Most of the real estate investment assets consist of minority, non-
controlling interests that Insignia holds in office space, retail, industrial,
apartment and hotel properties, which, coupled with the volatility and
uncertainty of the real estate market, adversely affected Insignia's and any
potential buyer's ability to evaluate and predict the ability to recover and
obtain a return on these investments.
CBRE HOLDING'S REASONS FOR AGREEING TO THE SALE OF REAL ESTATE INVESTMENT ASSETS
TO ISLAND FUND
CBRE Holding intended for the real estate investment assets to be sold at the
earliest time that such a sale would be commercially reasonable. CBRE Holding's
reasons for entering into the purchase agreement with Insignia and Island Fund
to sell the real estate investment assets prior to the merger and agreeing to
amend the merger agreement to provide that a portion of the sale proceeds would
be received by Insignia's stockholders, instead of retaining the real estate
investment assets to sell to one or more other parties after the closing of the
merger and being able to keep all of the proceeds of such sales, are the
following:
o The continued ownership of the real estate investment assets by CBRE
Holding would represent real estate investments significantly greater than those
currently held by CBRE Holding and generally would not be consistent with its
business strategy of continuing to focus its lines of business in the commercial
real estate services industry.
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o CBRE Holding's continued ownership of the real estate investment assets
and the marketing of these assets for sale to third parties after the merger
would be a significant distraction for CBRE Holding's senior management and
prevent them from focusing exclusively on business opportunities available to
CBRE Holding in the commercial real estate services business.
o CBRE Holding's desire to avoid the risk of a future reduction in the value
of the real estate investment assets due to potential adverse developments in
the specific real estate markets in which the real estate investment assets were
located or in the United States real estate market generally.
o The sale of all of the real estate investment assets to Island Fund was
significantly more certain to be completed than potential future sales to one or
more unidentified third party buyers after the completion of the merger.
o CBRE Holding believed at the time it entered into the purchase agreement,
after discussions with personnel in its valuation line of business, that in
light of the relatively short time frame in which CBRE Holding desired to
dispose of such assets it was not likely to receive a higher price for the real
estate investment assets than the price being paid by Island Fund. Although CBRE
Holding consulted with certain of its employees regarding the potential value of
the real estate investment assets, CBRE Holding did not ascribe particular
values to any of the assets or otherwise conduct any appraisals of the values of
such assets.
o CBRE Holding believed that Island Fund was the only party that would be
willing to buy all of the real estate investment assets in a single transaction,
and that future sales of the portions of the real estate investment assets to
multiple buyers could involve significant selling expenses, as well as a greater
distraction to members of CBRE Holding's senior management team.
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o The cash proceeds from a sale of the real estate investment assets to
Island Fund prior to the closing of the merger represented a financially
superior alternative to the cash financing that CBRE Holding would be required
to obtain from its stockholders in the absence of such a sale in order to
partially finance the merger.
REASONS CBRE HOLDING DECIDED NOT TO INVEST IN JOINT VENTURES PROPOSED BY ANDREW
L. FARKAS WITH RESPECT TO THE REAL ESTATE INVESTMENT ASSETS
Between December 24, 2002 and February 9, 2003, CBRE Holding discussed
participating in one or more joint ventures with Mr. Farkas and other third
parties that would hold some or all of the real estate investment assets after
the closing of the merger. On February 9, 2003, Raymond Wirta, the Chief
Executive Officer of CBRE Holding, informed Mr. Farkas that CBRE Holding did not
wish to invest in the joint ventures that had been proposed by Mr. Farkas on
February 3, 2003, and that its strong preference at such time would be for
Insignia to sell all of its interests in the real estate investment assets and
not retain any joint venture interest. The reasons for CBRE Holding's decision
to no longer consider an investment in the joint ventures proposed by Mr. Farkas
were the following:
o The aggregate contributions that would be made by CBRE Holding in
connection with the two joint ventures proposed by Mr. Farkas represented a
retained investment of approximately $27.4 million in the real estate investment
assets, and CBRE Holding believed that an investment of this size in the real
estate investment assets was inconsistent with both its business focus on
commercial real estate services, as well as its financing needs in connection
with the merger with Insignia.
o The joint ventures proposed by Mr. Farkas contemplated that Mr. Farkas
would raise approximately $35.55 million of cash financing from third party
investors between the signing of definitive joint venture documents and the
closing of the merger. CBRE Holding believed that the absence of firmly
committed financing arrangements at the time definitive documents would be
signed did not provide sufficient certainty that the joint ventures could be
implemented prior to the closing of the merger.
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o Based upon the promotional interests and other fees included in the joint
venture proposal of Mr. Farkas, CBRE Holding did not consider an investment in
the joint ventures to be sufficiently economically attractive for CBRE Holding.
o CBRE Holding did not believe that definitive agreements regarding the
joint ventures proposed by Mr. Farkas could be negotiated by the parties in the
limited time available to them prior to February 12, 2003 (the deadline the
parties had imposed for the conclusion or termination of discussions regarding
the merger as a result of the public announcement of negotiations), especially
in light of the significant negotiations that remained with respect to the
merger agreement and the related financing documents.
INSIGNIA'S DISCUSSIONS WITH ANOTHER INDUSTRY PARTICIPANT REGARDING A POTENTIAL
BUSINESS COMBINATION
In November 2002, Insignia was approached by another industry participant
regarding a possible transaction in which Insignia would be acquired. On
December 17, 2002, the board of directors of Insignia met to discuss, among
other things, the status of the discussions with both CBRE Holding and the other
industry participant. The board was advised that no formal offer had been made
by the other industry participant and then discussed some of the pros and cons
of a potential transaction with that party. The board's view was that a
transaction with the other industry participant was not a viable possibility
because the other industry participant's market capitalization was small and it
did not appear to have the necessary financial resources to complete a
transaction to acquire Insignia. Nevertheless, the board decided to allow the
other industry participant to conduct due diligence in order to increase the
likelihood of a possible offer from the other industry participant.
On December 27, 2002, the other industry participant entered into a
confidentiality agreement with Insignia, but declined to enter into an agreement
restricting or prohibiting each party's ability to hire the other party's
employees, similar to that entered
8
into by CBRE Holding. In the following weeks, counsel to the other industry
participant conducted due diligence and reviewed the materials in the data room,
but the other industry participant never indicated the price per share that it
would be willing to pay Insignia's stockholders in a sale transaction or
otherwise made a definitive offer relating to any transaction to acquire
Insignia or any part of its business.
NATURE OF INSIGNIA'S REAL ESTATE INVESTMENT ASSETS
The real estate investment assets that are subject to the purchase agreement
with Island Fund are generally those that relate to Insignia's principal
investment activities, which include:
o Insignia's minority investments of 1% to 30% in approximately 31 office
space, retail, industrial, apartment and hotel properties;
o Insignia's minority investments of 25% to 33% in four office development
projects and a related parcel of undeveloped land;
o Insignia's wholly owned investments in real property in Norman, Oklahoma,
and in the U.S. Virgin Islands; and
o Insignia's investments in two private equity funds that invest primarily
in real estate debt securities.
A list of the assets and properties underlying Insignia's interests that are
subject to the purchase agreement with Island Fund, including their respective
book values as of December 31, 2002 and as of March 31, 2003, and, where
applicable, the location and size of the underlying real property, is set forth
in the table attached as Annex A.
AMENDED EMPLOYMENT AGREEMENT OF ANDREW L. FARKAS
The employment agreement of Mr. Farkas under which he is entitled to the
payments and benefits described in the merger proxy statement was amended in
December 2002.
9
Although Insignia's discussions with CBRE Holding regarding the proposed merger
were ongoing at the time the amendment was executed, the outcome of these
discussions at that point was uncertain and Mr. Farkas' original agreement was
about to expire on December 31, 2002. In addition, the terms of the amended
agreement were approved in principle by the compensation committee of Insignia's
board of directors in February 2002, well before Insignia commenced the
discussions with CBRE Holding that led to the proposed merger. The agreement in
principle reached with Mr. Farkas concerning the amendment to his employment
agreement and the financial terms of that agreement were disclosed to Insignia's
stockholders in the proxy statement, dated April 15, 2002, relating to the 2002
annual meeting of stockholders of Insignia. Insignia's compensation committee,
at a December 18, 2002 meeting, again approved the terms of the amendment to Mr.
Farkas' employment agreement. Mr. Farkas' amended employment agreement was
described in Insignia's Annual Report on Form 10-K/A filed with the Securities
and Exchange Commission on April 30, 2003. Mr. Farkas' amended employment
agreement extended his employment with Insignia until December 31, 2005, and its
terms are otherwise similar in all material respects to the terms agreed upon in
principle with Mr. Farkas in February 2002.
***
Stockholders of Insignia that have already delivered a proxy and wish to change
their vote, or that have not already delivered a proxy, may do so by appearing
and voting in person at the special meeting, by signing and returning a proxy
card promptly or by delivering a proxy by telephone at 1-866-580-7645 or through
the Internet at http://www.proxyvotenow.com/ifs using the control number that
appears on the proxy card delivered to them with the merger proxy statement.
STOCKHOLDERS THAT HAVE ALREADY DELIVERED THEIR PROXY AND DO NOT WISH TO CHANGE
THEIR VOTE SHOULD DO NOTHING. Failure to return a properly executed proxy card,
to complete a proxy by telephone or through the Internet or to vote in person at
the special meeting will have the same effect as a vote "AGAINST" the adoption
of the merger agreement and the approval of the merger.
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ABOUT INSIGNIA FINANCIAL GROUP, INC.
Insignia Financial Group, Inc. (NYSE:IFS), based in New York, is among the
world's foremost real estate services and investment banking firms with a
leadership position in the commercial sector. Its major operating units are:
Insignia/ESG, one of the largest providers of commercial real estate services in
the United States; Insignia Richard Ellis, one of the premier real estate
services firms in the United Kingdom; and Insignia Bourdais, one of France's
premier commercial real estate services companies. Insignia also deploys its own
capital, together with the capital of third-party investors, in principal
investment activities, including co-investment in existing assets and real
estate development, and provides investment management services to investment
funds sponsored by the Company. Additional information about the Company is
available on the corporate Web site at www.insigniafinancial.com.
ABOUT CB RICHARD ELLIS
Headquartered in Los Angeles, CB Richard Ellis is one of the world's leading
real estate services companies. With approximately 9,500 employees, CB Richard
Ellis serves real estate owners, investors and occupiers throughout
approximately 250 owned and affiliated offices in 47 countries. CB Richard
Elllis' core services portfolio includes property sales, leasing and management,
corporate services, facilities and project management, mortgage banking,
investment management, capital markets, appraisal and valuation, research, and
consulting. CBRE Holding, the parent of CB Richard Ellis, reported net revenues
of $1.17 billion in 2002. For more information about CB Richard Ellis, visit its
website at www.cbre.com
###
In connection with the merger, Insignia has filed a proxy statement and other
relevant documents concerning the transaction with the Securities and Exchange
Commission (SEC). STOCKHOLDERS OF INSIGNIA ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors and security holders can obtain free copies of
the proxy statement and other documents by contacting Corporate Communications,
Insignia Financial Group, Inc., 200 Park Avenue, New York, New York 10166
(Telephone: (212) 984-6515). In addition, documents filed with the SEC by
Insignia are available free of charge at the SEC's web site at www.sec.gov.
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of stockholders of Insignia in
connection with the transaction, and their interests in the solicitation, is set
forth in a proxy statement that has been filed by Insignia with the SEC.
###
Certain items discussed in this press release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and, as such, involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of the
Companies to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Statements
which make reference to the expectations or beliefs of the Companies or any of
its management are such forward-looking statements, including statements
concerning the performance of the Companies or any of its business units, and
the business outlook for, and the Companies' expected performance in 2003. Such
forward-looking statements speak only as of the date of this press release. The
Companies expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Companies' expectations with regard thereto or any
change in events, conditions or circumstances upon which any such statement is
based.
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11
ANNEX A
12/31/02 3/31/03
ASSET NAME LOCATION APPROXIMATE SIZE BOOK VALUE (1) BOOK VALUE (1)
----------------------------------------- ------------------ ---------------------- ------------------ -------------------
Insignia Opportunity Partners
(Investment Fund) N/A N/A $12,432,000 $11,211,000
Insignia Opportunity Partners II, L.P.
(Investment Fund) N/A N/A $3,649,000 $3,428,000
NYC Apartment Complex
(Real Property) New York, NY 420 Units $1,496,220 $1,123,000
Yacht Haven Marina and Land, 14 upland acres;
St. Thomas, U.S.V.I 18.5 submerged
(Real Property and Leasehold Interests) St. Thomas, USVI land acres $19,320,798 $19,563,000
Praedium Performance Fund IV, L.P.
(Investment Fund) N/A N/A $357,315 $289,311
Internet Realty Partners, L.P.
(Investment Fund) N/A N/A $900,000 $564,080
EFO Realty Sponsors Fund II, L.P.
(Investment Fund) N/A N/A $129,991 $129,991
Oakhill Village Shopping Center (2)
(Real Property) N/A N/A $135,561 __
Village Plaza Shopping Center (2)
(Real Property) N/A N/A __ __
Glades Plaza
(Real Property) Boca Raton, FL 148,294 Sq./Ft. $2,088,986 $2,203,579
1111 Mockingbird (2)
(Real Property) N/A N/A __ __
7100 Business Park Drive
(Real Property) Houston, TX 217,000 Sq./ Ft. $441,623 $248,360
Siteman Portfolio (2)
(Real Property) N/A N/A __ __
165-181 Kensington Heights (2)
(Real Property) N/A N/A __ __
Various
Amberjack Portfolio locations in New
(Real Property) Jersey 462,738 Sq./Ft. $1,739,974 $1,745,545
Centennial Tower (f/k/a 101 Marietta)
(Real Property) Atlanta, GA 637,006 Sq./Ft. $1,236,243 $1,222,591
12/31/02 3/31/03
ASSET NAME LOCATION APPROXIMATE SIZE BOOK VALUE (1) BOOK VALUE (1)
----------------------------------------- ------------------ ---------------------- ------------------ -------------------
Figueroa Plaza (2)
(Real Property) N/A N/A __ __
Campbell Centre
(Real Property) Dallas, TX 750,000 Sq./Ft. $350,107 $307,259
Gateway One on the Mall
(Real Property) St. Louis, MO 402,680 Sq./Ft. $1,665,608 $1,664,957
Airport Corporate Center
(Real Property) Miami, FL 1,018,477 Sq./Ft. $1,616,879 $1,599,143
Brookhaven Village Shopping Center
(Real Property) Norman, OK 155,399 Sq./Ft. $926,547 $953,526
Santa Rosa Corporate Center (3)
(Real Property) Santa Rosa, CA 137,500 Sq./Ft. $416,838 __
Country Club Manor
(Real Property) Phoenix, AZ 88,039 Sq./Ft. $312,871 $306,905
Tohshin Portfolio (2)
(Real Property) N/A N/A __ __
Serramonte Plaza (2)
(Real Property) N/A N/A __ __
Dolphin Village Shopping Center (2)
(Real Property) N/A N/A __ __
American Housing, L.L.C.
(Interests in Real Property) N/A N/A __ __
Western US Hotel Portfolio Carmel, CA/Long
(Real Property) Beach, CA 238 Rooms $517,227 $553,225
Sheraton West Palm Beach (2)
(Real Property) N/A N/A __ __
Westward Look Resort
(Real Property) Tuscon, AZ 244 Rooms $434,908 __
Southland Office Center
(Real Property) Hayward, CA 165,205 Sq./Ft. $1,108,570 $448,026
185 Devonshire
(Real Property) Boston, MA 74,782 Sq./Ft. __ __
2
12/31/02 3/31/03
ASSET NAME LOCATION APPROXIMATE SIZE BOOK VALUE (1) BOOK VALUE (1)
----------------------------------------- ------------------ ---------------------- ------------------ -------------------
1001 South Clinton
(Real Property) Chicago, IL 202,162 Sq./Ft. $1,456,999 $854,051
The Pointe
(Real Property) Phoenix, AZ 423,923 Sq./Ft. $100,499 $105,287
Gold River
(Real Property) Sacramento, CA 152,161 Sq./Ft. $670,909 $671,550
Ten/10 Post Office Square
(Real Property) Boston, MA 448,510 Sq./Ft. $1,496,429 $1,490,163
Celebrate Virginia
(Real Property) Fredericksburg, VA 525 Acres $750,000 $750,000
Mack-Cali Portfolio
(Real Property) Dallas, TX 414,754 Sq./Ft. $514,539 $529,963
260 Park Avenue
(Real Property) New York, NY 86 Units $2,120,295 $2,009,220
Cytec Technology Center
(Real Property) Tempe, AZ 125,000 Sq./Ft. $339,927 $338,557
The Bluffs
(Real Property) Covington, KY 160 Units $63,731 $62,416
Fresh Meadows (2)
(Real Property) N/A N/A __ __
McAlpine Place
(Real Property) Charlotte, NC 400 Units $39,013 $41,563
Andover Woods
(Real Property) Charlotte, NC 392 Units $36,070 $35,446
Mosby
(Real Property) Fairfax, VA 204,071 Sq./Ft. $71,301 $63,988
Hobbits Grove
(Real Property) Columbia, MD 170 Units __ __
Indian Springs
(Fee Interest in Real Property) Southwest N/A __ __
Town & Country
(Real Property) Plainville, MA 339 Units $887,322 $877,404
Gateway Commerce
(Real Property) Irving, TX 125,056 Sq./Ft. $437,186 $444,745
3
12/31/02 3/31/03
ASSET NAME LOCATION APPROXIMATE SIZE BOOK VALUE (1) BOOK VALUE (1)
----------------------------------------- ------------------ ---------------------- ------------------ -------------------
Suntech Corporate Park
(Real Property) Hillsboro, OR 211,298 Sq./Ft. $1,448,937 $1,397,853
Peakview I
(Real Property) Denver, CO 246,636 Sq./Ft. $3,395,476 $3,312,881
Peakview II
(Real Property) Denver, CO 8.65 Acres $1,725,611 $1,740,447
1201 Lloyd
(Real Property) Portland, OR 222,460 Sq./Ft. $4,732,212 $2,944,943
(1) Represents the book value (based on the equity method of accounting) of
Insignia's investments in the entities that own the investment assets,
which investment assets are encumbered by mortgage or other debt in
substantially all cases.
(2) The property or asset listed was sold by the entity in which Insignia held
an investment prior to December 31, 2002. Any rights Insignia may have to
receive distributions in connection with the wind up of such entity are
subject to the purchase agreement with Island Fund.
(3) The property was sold in the first quarter of 2003.
4